Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

MSC INDUSTRIAL DIRECT CO., INC.
(Name of Issuer)

CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)

553530 10 6
(CUSIP Number)

DECEMBER 31, 2010
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
[_]
Rule 13d-1(b)
 
[_]
Rule 13d-1(c)
 
[X]
Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures rovided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 
 
 
 
CUSIP NO. 553530 10 6
Schedule 13G
Page 2 of 6

 
1
NAME OF REPORTING PERSON
 
Mitchell Jacobson
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
10,196,518
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
10,196,518
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,196,518
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
22.2%
  
12
TYPE OF REPORTING PERSON
 
IN
  
 
 
 
 
 

 
CUSIP NO. 553530 10 6
Schedule 13G
Page 3 of 6

 
AMENDMENT NO. 8 TO SCHEDULE 13G

This Amendment No. 8 to Schedule 13G is filed by Mitchell Jacobson ("Mr. Jacobson") to amend and restate in its entirety the Schedule 13G, originally filed on February 14, 1996, as amended by Amendment No. 1, filed on February 17, 2004, Amendment No. 2, filed on February 10, 2005, Amendment No. 3, filed on January 23, 2006, Amendment No. 4, filed on February 12, 2007, Amendment No. 5, filed on February 14, 2008, Amendment No. 6, filed on February 17, 2009 and Amendment No. 7, filed on February 12, 2010, with respect to the Class A Common Stock (as defined below) of MSC Industrial Direct Co., Inc. (the "Company").
 
This Amendment No. 8 reflects shares beneficially owned by Mr. Jacobson and shares of the Company outstanding as of the date hereof.

Item 1.
(a)
NAME OF ISSUER
     
   
MSC Industrial Direct Co., Inc.
     
 
(b)
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
     
   
75 Maxess Road
   
Melville, New York 11747
     
Item 2.
(a)
NAME OF PERSON FILING
     
   
Mitchell Jacobson
     
 
(b)
ADDRESS OF PRINCIPAL BUSINESS OFFICE
     
   
The address of the principal business office of Mr. Jacobson is c/o MSC Industrial Direct Co., Inc., 75 Maxess Road, Melville, New York 11747.
     
 
(c)
CITIZENSHIP
     
   
United States.
     
 
(d)
TITLE OF CLASS OF SECURITIES
     
   
Class A Common Stock, par value $.001 per share (the "Class A Common Stock")
     
 
(e)
CUSIP NUMBER
     
   
553530 10 6
     
Item 3. Not applicable.
     
Item 4. OWNERSHIP.
     
 
(a)
AMOUNT BENEFICIALLY OWNED:
     
   
As of the date hereof, Mr. Jacobson may be deemed to beneficially own 10,196,518 shares of Class A Common Stock as a result of his direct or indirect ownership of, and/or voting and dispositive power over:
 
 
 
 
 
 
CUSIP NO. 553530 10 6
Schedule 13G
Page 4 of 6

 
 
(a)
149,303 shares of Class A Common Stock held by Mr. Jacobson;
     
 
(b)
61,081 shares of Class A Common Stock held by the Mitchell Jacobson 2005 Grantor Retained Annuity Trust #2, of which Mr. Jacobson is the settlor and of which Mr. Jacobson's spouse is a co-trustee;
     
 
(c)
49,828 shares of Class A Common Stock held by the Jacobson Family Foundation, of which Mr. Jacobson is the trustee;
     
 
(d)
5,859,154 shares of Class B Common Stock, par value $.001 per share, that are convertible into shares of Class A Common Stock on a one-for-one basis (the "Class B Common Stock"), held by Mr. Jacobson; and
     
 
(e)
4,077,152 shares of Class B Common Stock held by grantor retained annuity trusts, of which Mr. Jacobson is the settlor and/or trustee or of which Mr. Jacobson's spouse is a co-trustee;
     
 
Mr. Jacobson disclaims  beneficial ownership of all shares of Class A Common  Stock  and Class B Common  Stock  held by the grantor retained annuity trusts referred to above.
     
 
(b)
PERCENTAGE OWNED:
     
   
Based on calculations made in accordance with Rule 13d-3, and there being 45,989,609 shares of Class A Common Stock outstanding as of January 3, 2011 (as reported by the Company in its Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 2010), Mr. Jacobson may be deemed to beneficially own approximately 22.2% of the outstanding Class A Common Stock.
     
 
(c)
NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS POWER TO DIRECT THE DISPOSITION:
       
 
 
 (i)
Sole voting power:
10,196,518
 
       
 
 
(ii)
Shared voting power:
 0
 
       
 
 
(iii)
Sole dispositive power:
10,196,518
 
 
      
 
 
(iv)
Shared dispositive power:
 0
 
       

 
 
 
 
 
 
CUSIP NO. 553530 10 6
Schedule 13G
Page 5 of 6
 

Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
 
Not applicable.
   
Item 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
 
Not applicable.
   
Item 7.
IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
 
 
 
Not applicable.
   
Item 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
 
Not applicable.
   
Item 9.
NOTICE OF DISSOLUTION OF GROUP
   
 
Not applicable.
   
Item 10.
CERTIFICATION
   
 
Not applicable.
   

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 
 
 
 
 
 
 
CUSIP NO. 553530 10 6
Schedule 13G
Page 6 of 6
 
 
SIGNATURES

After reasonable inquiry and to my best knowledge and belief, I certify that the  information  set forth in this statement is true, complete and correct.

Dated as of February 9, 2011
 
       
 
By:
/s/ J. Robert Small    
    J. Robert Small   
   
Attorney-in-Fact